ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTION 165(J) AND 1287(a) OF THE INTERNAL REVENUE CODE.



                                 PROMISSORY NOTE


Date of Loan:              March 18, 1998

Lender:                    BRITANNIA HOLDINGS, LTD.
                           King's House, The Grange
                           St. Peter Port
                           Guernsey, Channel Islands  GY1 2QJ

Borrower:                  LIFESTREAM TECHNOLOGIES, INC.
                           201 Linden Street
                           Suite 302
                           Fort Collins, CO 80524
                           United States of America

Loan Amount:               Two Hundred Fifty Thousand
                           United States Dollars (U.S. $250,000)

Interest Rate:             Eight Percent (8%) Per Annum

Duration of Loan:          Twelve Months (subject to a 12-month extension)

Maturity Date:             March 17, 1999 (subject to a 12-month extension)


         FOR VALUE RECEIVED, LIFESTREAM TECHNOLOGIES, INC., located at 201
Linden Street, Suite 302, Fort Collins, CO 80524, United States of America, a
Nevada corporation ("Borrower"), promises to pay, not later than March 17, 1999
(subject to a 12-month extension), to the order of Britannia Holdings Ltd., a
Nevis corporation, or its successors or assigns ("Holder"), at such place as
Holder may designate, the principal sum of Two Hundred Fifty Thousand United
States Dollars (U.S. $250,000), with interest accruing annually at the rate of
eight percent (8%). All unpaid principal and unpaid interest shall be paid in
full on maturity. Notwithstanding any provisions to the contrary regarding the
term and maturity date of this Note, on completion by the Borrower of any equity
offering of at least $2,000,000, all amounts unpaid on the Note shall be
immediately due and payable.


<PAGE>


         At Borrower's option, Borrower may elect to extend the term of this
Note for an additional 12-month period by giving Holder at least 30 days written
notice of the extension before the end of the first 12-month term with respect
to the first extension and ten days written notice prior to the end of the first
extension period with respect to the second extension. As consideration for the
extension, Borrower shall issue to Holder one share of Borrower's common stock
for every $5 of unpaid principal and interest due on this Note as of the date of
the notice of extension, which stock shall be fully paid and non-assessable. In
addition, the conversion price set forth below shall be reduced form $1.25 per
share to $1 per share. .

         The prepayment of all or any portion of the principal and/or interest
due on this Note shall be expressly permitted without any penalty being imposed.
Provided, however, Borrower shall give Lender at least 10 days prior written
notice of any prepayment of principal.

         This Note is secured by a stock pledge of certain of Borrower's stock
owned by Christopher Maus, all in accordance with the terms of a Pledge
Agreement executed in conjunction herewith.

         In lieu of repayment in cash, Holder, at Holder's sole discretion,
prior to repayment of this Note, shall have the option to convert all or part of
the amounts owed by Borrower hereunder into shares of Borrower's common stock at
$1.25 per share (except in the event Borrower has exercised its extension
option, in which case the conversion price shall be at $1.00 per share.) This
conversion option may be exercised upon the terms and conditions set forth in
Loan Agreement executed in conjunction herewith.

         If this Note shall be placed in the hands of an attorney for
collection, or if suit shall be brought to collect any of the principal or
interest of this Note, the Borrower agrees to pay the Holder's costs in
connection therewith, including but not limited to, reasonable attorneys' fees
and all costs of suit or costs associated with the collection of this Note
(including, but not limited to, costs and reasonable attorney's fees incurred on
appeal or in connection with bankruptcy proceedings).

         If default occurs in the payment of this Note, or any part thereof, or
any interest thereon, then the principal balance with accrued interest shall at
once become immediately due and payable without notice, time being of the
essence on this Note. Said principal balance and interest shall bear interest
from the date of any such default until paid at the rate of eighteen percent
(18%) per annum, or at the highest interest rate permitted by law whichever is
less.

         The principal and interest of this Note are payable in lawful money of
the United States of America, at the address of Lender written above, or at such
other address as Lender shall specify in writing to Borrower.

         This Promissory Note is to be construed in all respects and enforced
according to the laws of the State of Idaho.

                                       2

<PAGE>
                     FOREIGN TARGETED BEARER DEBT OBLIGATION
                               LEGEND RESTRICTIONS

         1. This debt instrument is an unregistered bearer debt instrument
issued by a foreign lender to a United States obligor.

         2. This obligation cannot be offered or sold (or resold in connection
with its original issuance) to any individual or entity who is a "United States
Person" (as that term is defined and interpreted under the laws of taxation of
the United States of America).

         3. This obligation is intended to constitute and qualify as "portfolio
debt investment" (as that term is defined and interpreted under the taxation
laws of the United States of America). The parties to this obligation
specifically intend that the interest payable hereunder shall not be subject to
income or excise taxation, including the imposition of any withholding taxes
thereon, under the laws of the United States of America of any State or
Municipality thereof.

         4. The principal and interest per the terms and conditions of this Note
shall be payable only outside the United States of America and any possession of
the United States of America.

         5. It is specifically understood and intended that no "United States
Person" (as that term is defined and interpreted under the taxation laws of the
United States of America) shall ever be an owner or holder of this obligation;
however, should any "United States Person" (as that term is defined and
interpreted under the taxation laws of the United States of America) ever become
a holder or owner of this obligation, such "United States person" will be
subject to limitation under the United States income tax laws, including the
limitation provided in Sections 165(j) and 1287(a) of the Internal Revenue Code
of the United States of America.

         6. This obligation cannot be delivered by the obligor (or any
distributor) or this obligation within the United States of America or any
possession of the United States of America.

         7. The owner of this obligation must certify to the obligor (or my
distributor) of this obligation that the owner is not a "United States Person"
(as that term is defined and interpreted under the taxation laws of the United
States of America).

                                       3

<PAGE>
         Executed to be effective as of March 18, 1998.


                                    BORROWER:

                                    LIFESTREAM TECHNOLOGIES, INC.,
                                    a Nevada Corporation


                                    By: _________________________________
                                    Print Name: Christopher Maus
                                    Title:   President



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